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August 3, 2020 
 
 
Don E. Wallette, Jr. 
Executive Vice President and Chief Financial Officer 
ConocoPhillips 
925 North Eldridge Parkway 
Houston, TX 77079 
 
Dear Don: 
 
This letter acknowledges your decision to retire from the Company and 
sets forth and 
confirms the agreement and understanding between you, ConocoPhillips 
(“ConocoPhillips”), 
ConocoPhillips Company (the “Company”), and their affiliates regarding your upcoming 
retirement. 
 
Your 
employment with the Company will end on August 31, 2020, or such earlier 
or later time 
as is determined by you or the Company. 
Specifically, your employment will continue on an “at-will” 
basis through that date. 

Through the date of your termination or the date on which the appointment of 
your successor 
is effective, whichever comes first, you will hold the position of Executive Vice President and Chief 
Financial Officer and will continue to exercise the authority, duties, and responsibilities associated 
with that position. 
If your successor is appointed and takes office prior to the date of your termination, 
your title will change to Assistant to the Chief Executive Officer of ConocoPhillips 
(the “CEO”) and 
your duties will be those as may be directed by the CEO, including, without 
limitation, (i) assisting the 
CEO on special projects 
identified by the CEO and (ii) assisting in the transition of 
the successor to 
your prior position. 
 
You 
and the Company both acknowledge that (1) in providing such services 
you will be an 
employee of the Company, (2) you will continue as an active employee in the compensation programs 
or policies or benefit plans of ConocoPhillips, the Company, or any of their affiliates for which you 
are eligible, in accordance with the terms and conditions of those programs, 
policies, and plans and the 
applicable facts and circumstances, (3) you do not expect, and are not expected, 
to provide services to 
or be otherwise employed by or to return to employment as an employee 
with ConocoPhillips, the 
Company, or any of their affiliates after your retirement, and (4) you remain subject to the duty not to 
disclose any confidential or proprietary information you may have 
with regard to ConocoPhillips, the 
Company, or any of their affiliates. 

In addition, the Human Resources and Compensation Committee has approved 
the proration 
of your Performance Share Units for the 2020 – 2022 Performance Period of 
the Performance Share 
Program for the period of time you remain as an employee of the Company, so long as you remain 
until at least August 31, 2020 (or such earlier date as the CEO may approve), 
waiving the usual 

 
 
 
Ryan M. Lance 
Chairman and Chief Executive Officer 
 
ConocoPhillips Company 
925 N. Eldridge Parkway 
Houston, TX 77079 
 
 






 

August 3, 2020 
Don E. Wallette, Jr. 
Page 2 
 
requirement for at least one year of employment with regard to an award 
for each particular 
performance period to avoid forfeiture of the award. 
All other terms and conditions remain 
unchanged. 

 
Please sign and return a copy of this letter to me to signify your acceptance 
of these terms by 
the close of business on July 31, 2020, at which time the offer represented by this letter will expire 
if 
you have not accepted it. 

 
We wish you continued success in your further endeavors. 
Please do not hesitate to contact 
me if you have any questions. 
 
Sincerely, 
CONOCOPHILLIPS 
By: 
______________________________ 
 
Ryan M. Lance 
 
Chief Executive Officer 
 
 
CONOCOPHILLIPS COMPANY 
By: 
_______________________________ 
 
Ryan M. Lance 
 
Chief Executive Officer 
 
Accepted and Acknowledged: 
I have read this letter, and I understand the 
terms and conditions described in this letter, 
and I agree to those terms and conditions. 
DON E. WALLETTE, 
JR. 
___________________________________ 
Dated: